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Our terms and conditions
TERMS & CONDITIONS FOR TELEPHONE SERVICES 1 DEFINITIONS “Account” means the record of all Charges due from a Customer. “Agreement” means the agreement between simply08numbers and the Customer in respect of the Services incorporating these terms and conditions. “Charges” means the charges payable in respect of the Services (as amended from time to time in accordance with clause 5.8 below) as set out in the Customer Order Form or as otherwise notified to the Customer before they are incurred. “Customer” means the party named as such on the Customer Order Form to whom simply08numbers agrees to provide Services and by whom Charges are payable. “Customer Order Form” means simply08numbers's customer order form completed by the Customer. “Initial Connection” means the time and date when the Services are first made available to the Customer. “Operator” means the provider of access to the Telecommunications Network. “Order” means a Customer's order for services made on a Customer Order Form. “Revenue” Means sums payable by simply08numbers to the Customer in respect of Non Geographic services “Services” means connection to the Telecommunications Network, provision of Telephone Numbers and other telecommunications services as set out in one or more Customer Order Forms for the Customer or otherwise notified in writing by simply08numbers to the Customer. “Telecommunications Network” means the public and private telecommunications systems accessed by the Telephone Number or by which the Services are made available. “Telephone Number” means the telephone number, allocated to a Customer. “simply08numbers” means Cameron Hardy Limited, trading as simply08numbers. 2 PROVISION OF SERVICES 2.1 simply08numbers agrees to provide Services to the Customer on the terms and conditions of this Agreement once simply08numbers has accepted the Customer's Order. simply08numbers will have accepted the order upon the Initial Connection. 2.2 It is estimated that the Initial Connection will be no more than 48 hours after receipt of the Order. simply08numbers will notify the Customer if this is not the case. 2.3 The minimum period for the Services is 6 months from the Initial Connection (the “Minimum Period“). This Agreement will continue after the expiry of the Minimum Period unless and until: 2.3.1 it is terminated by either party giving the other not more than two and at least one month's written notice to terminate the Agreement expiring on the first or any subsequent anniversary date of the Initial Connection. In the case of notice given by the Customer, the notice shall not become operative until the Customer receives, by way of acknowledgement, a cancellation acceptance form signed by an officer of simply08numbers on simply08numbers’s headed note paper; or 2.3.2 in accordance with clause 10 below. 2.4 The Services are supplied subject to all limitations of the Telecommunications Network including the risk of imposed prefix or number changes. In particular simply08numbers is unable to guarantee that all overseas systems will be able to access the Customer using the Telephone Number or that telephone keypads will use the same alphanumeric combinations as are currently used in the UK. 2.5 Each Order will with these terms comprise a separate contract between the parties unless the order specifies that it is an amendment to an existing contract. 2.6 Where an Order covers more than one Telephone Number each Telephone Number shall be deemed the subject of a separate and severable Agreement. 2.7 Where the Customer’s name or if applicable company registered number on the Customer Order Form is incorrect or incomplete, the Customer agrees that simply08numbers may treat as being the Customer the individual or organsation that paid the initial service charge for the Services 3 simply08numbers'S OBLIGATIONS 3.1 simply08numbers will use reasonable endeavours to provide the Services but simply08numbers shall not be liable for any failure resulting from factors outside simply08numbers's control. In particular simply08numbers is not responsible for the operation of the Telecommunications Network. 3.2 simply08numbers reserves the right from time to time to improve or alter the Services as it deems appropriate, provided that such changes do not substantially change the nature of the Services. 3.3 simply08numbers will provide an after sales service and help desk contactable by free phone telephone. 4 CUSTOMER RESPONSIBILITIES 4.1 The Customer shall at all times:- 4.1.1 comply with any reasonable directions or instructions (including requests for assistance or information) issued from time to time by simply08numbers in connection with the Services or any of them; 4.1.2 pay simply08numbers's charges under this Agreement on or before the due date for payment without set off or deduction; 4.1.3 ensure insofar as is possible that the Telephone Numbers are not used in any unlawful, improper or damaging manner; 4.1.4 indemnify and hold harmless simply08numbers against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from any improper use of the Services; 4.1.5 indemnify and hold harmless simply08numbers against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from a claim by a third party where the third party claims it has the right to prevent the Customer from using the Telephone Number. 5 CHARGES AND PAYMENT 5.1 Connection and initial service charges are payable on completion of the Customer Order Form. 5.2 Other Charges are payable on invoice. simply08numbers may invoice monthly, quarterly or annually. If Charges are ascertainable in advance they may be invoiced in advance. In respect of unascertainable future charges simply08numbers may require a reasonable security deposit. 5.3 simply08numbers may require the Customer to pay by cheque, by standing order credit/debit card or by direct debit. In the event that the Customer is unwilling or unable to pay by simply08numbers’s chosen automated means or such automated means are not set up or fail for any reason before simply08numbers invoices the Customer an additional administration charge shall be levied for each invoice. 5.4 Certain Services (e.g divert to mobile or international) have additional costs which are outside the control of simply08numbers. Where any such charges are increased to simply08numbers it shall forthwith advise the Customer and be entitled to increase its own charges for the same Services by the same proportion. 5.5 Invoices are payable within 14 days of their date. 5.6 Overdue payments shall be subject to interest at an annual rate equal to the Statutory interest rate chargeable under the Late Payment of Commercial Debts (Interest) Act 1998 both before and after judgement. 5.7 Charges are exclusive of Value Added Tax. 5.8 simply08numbers shall in respect of each Service be entitled to review and vary from time to time the Charges and introduce new charges. Subject to clause 5.4 the varied or new charges shall take effect 2 weeks after written notice has been sent to the Customer detailing such variations or new charges. 5.9 simply08numbers shall be entitled to impose a £50 reconnection fee in the event that the Customer requests, and simply08numbers agrees, to reconnect the Telephone Number following disconnection under clause 8. 6 REVENUE 6.1 The Customer shall be entitled to receive Revenue from simply08numbers based on the minutes of call time generated by the use of a 0870/0871 Number as recorded in data supplied to simply08numbers by the Operator which shall be conclusive for the purpose of calculating Revenue. 6.2 The rate at which Revenue shall be paid shall be agreed between the parties at point of sale. 6.3 simply08numbers shall pay Revenue on a monthly basis in arrears by no later than 30 days of the end of the month in which Revenue is accrued. 6.4 simply08numbers shall be entitled to withhold Revenue due to the Customer:- 6.4.1 upon the suspension of the Service in accordance with clause 8; 6.4.2 if simply08numbers suspects the Customer is in breach of any term of this Agreement or any other agreement between the parties; 6.4.3 if simply08numbers suspects the Customer has increased its entitlement to Revenue by fraudulent or improper means; 6.4.4 if simply08numbers has not received the corresponding payment from the Operator 6.5 simply08numbers shall be entitled to set off any Charges due to simply08numbers against Revenue due to the Customer 7 simply08numbers'S LIABILITY 7.1 simply08numbers does not exclude or restrict any liability to the Customer for death or personal injury attributable to its own negligence or that of its employees or agents. 7.2 simply08numbers shall exercise reasonable skill and care in the provision of the Services. 7.3 Except as stated expressly otherwise in this Agreement, in relation to the provision of Services, simply08numbers shall have no obligation, duty or liability in or for contract, tort (including negligence and breach of statutory duty) or otherwise and all other conditions, warranties, terms representations and undertaking, express or implied (whether they are implied by statute, common law or in any other way) are excluded to the fullest extent permitted by law. 7.4 Where any Service has been continuously unavailable to a Customer for a continuous period of more than 7 days (the “Unavailable Period“) and not as a result of any action or omission of the Customer or any event beyond the reasonable control of simply08numbers the Customer may apply to simply08numbers for a rebate of any time based Charges in respect of the unavailable Period and simply08numbers shall allow the Customer a proportionate rebate of such time based charges. simply08numbers shall have no other liability for failure or unavailability of the Telecommunications Network. 7.5 simply08numbers shall not be liable for any indirect or consequential losses, damage or expenses suffered by the Customer including (but not limited to) loss of anticipated sales profits or savings, goodwill, business contracts or losses resulting from third party claims. 7.6 Notwithstanding the provisions of clause 7.3 and subject to clause 7.1, simply08numbers's liability to the Customer for breach of contract shall be limited to £1,000. Any other liability shall be limited to the amount of relevant insurance cover carried by simply08numbers. 8 SUSPENSION OF SERVICES 8.1 simply08numbers may suspend all or part of the Services or any of them for so long as reasonably required or disconnect the Telephone Number at any time without notice if:- 8.1.1 the Customer is in material breach of this Agreement or any other agreement between the parties and in particular in breach of clause 4 or 5; 8.1.2 the Customer acts in such a way or permits anything to be done which, in the reasonable opinion of simply08numbers, relates to the Services and may impair or jeopardise the operation of the Services or any part of the Telecommunications Network; 8.1.3 required to do so directly or indirectly by law, the Operator, OFTEL or ICSTIS; 8.1.4 required for modification or maintenance or in cases of emergency 8.1.5 simply08numbers has reason to believe the Services are being used for unlawful, fraudulent or improper purposes. 8.2 The Customer shall remain liable for all Charges during any period of suspension attributable to the actions or omissions of the Customer 9 DATA PROTECTION ACT 9.1 Information that the Customer provides to simply08numbers about private individuals relevant to simply08numberss dealings with the Customer will be stored within simply08numbers's computer system and manually. 9.2 For the purpose of the Data Protection Act 1998 (“the Act”) simply08numbers needs to specify the purposes for which it will use that information. It will of course only use it for legitimate purposes, including:- 9.2.1 communicating with the individuals concerned as necessary in connection with the Customer's dealings with simply08numbers. 9.2.2 communicating with the Customer in connection with simply08numbers's services generally; 9.2.3 providing it to third parties as required by the Customer or the law or as necessary in connection with the Customer's dealings with simply08numbers (including for inclusion in publicly available directories). Those third parties may be outside the European Economic Area; 9.2.4 providing it to licensed credit-referencing agencies for credit checks to be undertaken. 9.3 By giving simply08numbers that information the Customer consents to simply08numbers holding using and disclosing it for those purposes. 9.4 simply08numbers is permitted under the Act to hold and use personal data for the purposes specified above. It will not process such data provided by the Customer otherwise than for those purposes or as otherwise required by the Customer. 9.5 simply08numbers confirms that it will comply with the Seventh Data Protection Principle under the Act (data security) in relation to all personal data supplied by the Customer. 10 TERMINATION OF AGREEMENT 10.1 simply08numbers may terminate this Agreement immediately by notice in writing to the Customer if:- 10.1.1 the Customer is in breach of any of the terms of this Agreement or any other agreement between the parties and does not remedy the breach within 7 days of the date of written notice from simply08numbers specifying the breach and requiring it to be remedied; 10.1.2 any licence, permission, agreement or authorisation granted to the Operator or to simply08numbers necessary for the provision of the Services is suspended, revoked or terminated; or 10.1.3 simply08numbers is unable to recover from the Operator Revenue payments due to the Customer. 10.2 Either simply08numbers or the Customer may terminate this Agreement immediately by notice in writing if it has reasonable reason to believe that the other has or will have debts to it which will not be paid when due. 10.3 The Customer can at any time by reasonable notice terminate any Agreement upon the transfer of the Telephone Number the subject of that Agreement to another Operator or service provider. In these circumstances the Customer shall be liable to compensate simply08numbers for its likely loss of income under that Agreement (from whatever source) from the date of termination to the date on which the Customer could have first terminated the agreement under clause 2.3. 10.4 Any termination of this Agreement shall be without prejudice to the rights of either party accrued to the date of termination. 11 GENERAL 11.1 simply08numbers shall address all bills and serve any notices on the Customer pursuant to this Agreement in writing by post to the address set out in the Order or the Customer's registered office or any other address provided by the Customer for this purpose. 11.2 The Customer shall serve any notice pursuant to this Agreement by post on simply08numbers at its registered office address. 11.3 All documents shall be deemed served 48 hours after posting. 11.4 No failure by simply08numbers to exercise any of its rights under these terms and conditions or concession granted and shall prevent subsequent enforcement of those rights or constitute an agreement to provide the same concession again. 11.5 Subject to clause 11.6, the Customer acknowledges that it has not been induced to enter into this Agreement by any representations made before or on entering into this Agreement (whether made negligently or innocently or whether oral or written) and that it has only relied upon matters set out in this Agreement in deciding to enter into this Agreement. 11.6 The Customer acknowledges that the only remedy it has against simply08numbers for any misrepresentation or untrue statement shall be a claim for damages for breach of this Agreement. However, if simply08numbers has made any fraudulent representations upon which the Customer has relied, the Customer may pursue simply08numbers, and the Customer shall be entitled to all available remedies under English law. 11.7 No variation of this Agreement or waiver hereunder shall be effective unless agreed in writing by simply08numbers. 11.8 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provisions in questions shall not be affected as a result. 11.9 The Customer shall not assign or try to assign any or all of the rights and responsibilities under the Agreement but simply08numbers may transfer its right and obligations hereunder to a new service provider in which circumstances the Customer shall enter into a new agreement in the same terms as this with the new service provider. 11.10 Where two or more persons constitute the Customer their liability is joint and several. 11.11 simply08numbers may require a variation to the terms and conditions of the Agreement if so required by legislation, the Operator, OFTEL, ICSTIS or any similar authority. 11.12 Nothing within this Agreement is intended to create third party rights pursuant to the Contracts (Rights of Third Parties) Act 1999. 11.13 Any dispute as to the sum to which simply08numbers is entitled pursuant to clause 10.3 shall be referred to a single expert to be appointed by agreement between the parties or in default by the application of either party to the President for the time being of the Institute of Chartered Accountants. The expert's fees will be shared equally by the parties. 11.14 This Agreement is governed by English Law and English Courts shall have exclusive jurisdiction as regards any dispute.
